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Engagement Agreement

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 This Engagement Agreement involves

URBAN HYDROPONICS, INC. | EGM Firm, Inc | EGM FIRM, LLC | Urban Hydroponics, Inc

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Governing Law: Florida     Date: 11/16/2015
Industry: Gold and Silver     Sector: Basic Materials

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Exhibit 10.3






October 27, 2015



Urban Hydroponics, Inc. I am very pleased that you have selected EGM Firm, Inc. (hereinafter “EGM”) to act as an advisor and consultant to Urban Hydroponics, Inc. (the “Company”) (hereinafter collectively referred to as the “Parties”), and I look forward to working with you and your team to accomplish your goals. This Engagement Letter (the “Agreement”) shall confirm the Company’s engagement of EGM for purposes of providing business advisory services as set forth below in consideration for the fees and compensation described hereinafter. This Agreement shall become effective as of the date set forth above upon your execution and delivery of this Agreement and the engagement fee to EGM.


What we need to help you. Company agrees to provide EGM on a regular and timely basis such information, historical financial data, projections, proformas, business plans, due diligence documentation, and other information (collectively the “Information”) in the possession of the Company or its agents that EGM may reasonably request or require to perform the services set forth herein. The information provided by the Company to EGM shall be true, complete, accurate, and current in all respects and shall not set forth any untrue statements nor omit any fact required or necessary to make the Information provided not misleading. The Company shall be deemed to make a continuing representation of the accuracy and completeness of any and all Information that it supplies to EGM and the Company acknowledges that it intends for EGM to rely on this representation and the continued accuracy and completeness of the Information without independent verification in the performance of the Services hereunder. The Company authorizes EGM to use such Information in connection with its performance of the Services. EGM shall use its commercially reasonable best efforts to preserve the confidentiality of Information expressly designated as confidential by the Company. COMPANY shall, promptly upon the request of EGM, cooperate with EGM’ reasonable requests for Information and assistance.


{00170910.1 / 3013.001}1

Initials: ____ / ____




Services. EGM will furnish to the Company business advisory and consulting services for the purpose of creating market awareness of the Company (the ”Services”). The Company acknowledges that the success of the Services is largely dependent upon factors and circumstances outside the control of EGM. The Company acknowledges that EGM has not made any representations, warranties or guarantees that the Services to be provided hereunder shall result in (a) the purchase of the Company’s securities by any investors; (b) funds being made available to the Company from any lenders; (c) any financing vehicles being made available to the Company; (d) any merger, acquisition or disposition in connection with the business or assets of the Company, or any financing transaction (whether registered with the U.S. Securities and Exchange Commission or pursuant to an exemption from such registration) involving the Company will take place; (e) the Company or its successors becoming a “publicly traded” company inside or outside of the United States; or (f) the achievement of any particular result with respect to the Company’s business, stock price, trading volume, market capitalization or otherwise.


Consulting Fee. In addition to and not in mitigation of, or substitution for, any additional fees enumerated in any Schedules attached hereto, the Company shall pay to EGM a total of $15,000 USD & 10,000 restricted shares of the Company’s common stock (the “Shares”), based on $10,000.00 worth of restricted common stock of URHY at the $1.00 closing price of the Company’s common stock on October 30, 2015 on the OTC markets QB Tier. The cash & stock fee is due as follows: First payment is payable immediately totaling $7,500 USD (Seven Thousand Five Hundred Dollars); Second payment of $7,500 (Seven Thousand Five Hundred Dollars) is payable within three days following the full execution of this Agreement. The remaining payments (0 in total) are due on the anniversary date of this agreement at a rate of 0.00 (one month contract). Restricted Common Stock due within 1 week of execution of this agreement.


Please call Banker's name (if questions): Amanda Abril (305-447-1844)




Intermediary Bank: Wells Fargo Bank INTL


Intermediary Bank Location: San Francisco, CA


Intermediary Banks Swift: WFBIUS6S




Beneficiary Bank: City National Bank of Florida


Beneficiary Bank Location: 2855 LeJeune Rd, Coral Gables, Fl 33134


Beneficiary SWIFT/ABA: CNBFUS3M//066004367


Beneficiary Account number: 5004422118


Beneficiary Account Name: EGM FIRM INC


Address of Beneficiary: 5830 SW 51 TERR MIAMI FL 33155



{00170910.1 / 3013.001}2

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Term and Termination. The term of this Agreement shall be for a period beginning on November 2, 2015 and ending on November 30, 2015. Either Party may terminate this Agreement prior to the expiration of the Term upon written notice to the non-terminating party upon: (a) the failure of any party to cure a material default under this Agreement within five (5) business days after receiving written notice of such default from the terminating party; (b) the bankruptcy or liquidation of either party; (c) the use by any party of any insolvency laws; (d) the performance of the Services hereunder; and (e) the appointment of a receiver for all or a substantial portion of either parties’ assets or business. If terminated, irrespective of the reasons for such termination, EGM shall not be required to perform any additional services beyond the termination date and all fees described in this Agreement shall be deemed earned in full.


Relationship of the Parties. EGM is an independent contractor, responsible for compensation of its agents, employees and representatives, as well as all applicable withholding there from and any taxes thereon (including any unemployment compensation) and all workers’ compensation insurance. Nothing

herein shall establish any partnership, joint venture, or other business association between the parties.


Disputes. Any dispute, controversy or claim between the Company and EGM arising out of or related to this Agreement or breach thereof, except those faults described in the Remedies for Certain Faults section of this Agreement, shall be settled by arbitration, which shall be conducted in accordance with the rules of the American Arbitration Association then in effect and conducted in the County of Miami-Dade in the State of Florida. Any award made by arbitrators shall be binding and conclusive for all purposes thereof, may include injunctive relief, as well as orders for specific performance and may be entered as a final judgment in any court of competent jurisdiction. The cost and expenses of such arbitration shall be borne in accordance with the determination of the arbitrators and may include reasonable attorney’s fees. Each party hereby further agrees that service of process may be made upon it by registered or certified mail or personal service at the address provided herein.


{00170910.1 / 3013.001}3

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Indemnification by COMPANY to EGM. The Company shall indemnify and hold harmless EGM and its directors, officers, employees, agents, attorneys and assigns from and against any and all losses, claims, costs, damages, or liabilities (including the fees and expenses of legal counsel) to which any of them may become subject in connection with the investigation, defense or settlement of any actions or claims: (i)caused by the Company’s

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